The Company's Board of Directors Sample Clauses

The Company's Board of Directors. On the Closing Date grant (i) GarMark the right to designate one (1) voting Board of Directors member, and each of GarMark and Xxxxx the right to designate one (1) non-voting Board of Directors observer, each of whom will be given notice of, and permitted to attend, all meetings of the Company's Board of Directors, and (ii) GarMark the right to designate one (1) voting committee member, and each of GarMark and Xxxxx one (1) non-voting committee observer, to each of the Company's Compensation Committee, Stock Incentive Plan Committee, Finance Committee, Audit Committee, and any other committee that is created or established after the date hereof, each of whom will be given notice of, and permitted to attend, all meetings of each such committee. On the Closing Date, the Company, acting through its Board of Directors and in accordance with its Charter Documents and applicable Law, shall (i) (A) increase the size of its Board of Directors by one (1), (B) elect the person referred to hereinabove (or such other person as may be selected by GarMark) to the newly created directorship to hold office until his successor is elected at a special or annual meeting of the stockholders and (C) in connection with any such subsequent election of directors, nominate, recommend and do all other acts and things to cause (including, without limitation, voting all shares for which the Company's management or Board of Directors holds proxies (including undesignated proxies) unless otherwise provided by the stockholders submitting such proxies) the person referenced in the preceding clause (B) to be elected to the Company's Board of Directors and (ii) increase the size of each of the Compensation Committee, Stock Incentive Plan Committee, Finance Committee, Audit Committee, and if any other committee is created or established after the date hereof, of such committee, by one (1), and cause the person referred to hereinabove (or such other person as may be selected by GarMark) to become a member thereof. In the event any director, or member of a committee, elected pursuant to this Section 7.2 shall cease to serve as a director or member, as applicable, for any reason, the Company shall cause (subject to the provisions of its Charter Documents and applicable Law) the vacancy resulting thereby to be filled as promptly as practicable by a person selected by GarMark. Notwithstanding any provision hereof, on the date, if any, that any Initial Purchaser entitled to exercise the rights pr...
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The Company's Board of Directors. The Company shall promptly pay -------------------------------- or reimburse each of the Purchasers for all reasonable costs and expenses for the travel, lodging and related subsistence of their representatives or observer, as the case may be, on the Company's Board of Directors to meetings thereof or of any committee thereof. The Company shall enter into an Indemnification Agreement with each director representative of Perseus and Duquesne substantially in the form attached hereto as Exhibit N. ---------
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The Company's Board of Directors. 7.1 Five directors will serve on the Company's Board of Directors in such a way that each shareholder holding 20% of the issued and paid up share capital of the Company will be entitled to appoint one director for the Company. In order to determine the right to appoint a director, the shareholder will not be entitled to add the number of shares held by it to the shares held by another shareholder, apart from the shares held by a company controlled by it and/or a company which controls it and/or a company, which is controlled by one that controls it (together, hereinafter: "A RELATED COMPANY"). In this agreement, "CONTROL" - as defined in clause 1 of the Securities Law - 1968.
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The Company's Board of Directors. 1.2.1 The Composition of the Company’s Board of Directors
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The Company's Board of Directors. Each Party hereto agrees to jointly support and vote all the Ordinary Shares owned by such Party in order to elect, appoint, dismiss or replace the members of the Company's Board of Directors as specified below. Each Party hereto agrees to support and vote all the Ordinary Shares owned by such Party so that the Board of Directors of the Company shall be comprised of up to eleven (11) directors as follows:
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The Company's Board of Directors. The Company agrees that, if the Purchaser shall so request, (i) as promptly as practicable after the Closing, it will take such action as may be necessary to cause the election to the Company's Board of Directors of one designee selected by the Purchaser and reasonably acceptable to the Company and (ii) for as long as the Purchaser owns at least 10% of the outstanding Common Stock, the Company will include at least one designee of the Purchaser reasonably acceptable to the Company on the slate of nominees for election as directors nominated by the Company's Board of Directors and will use its reasonable best efforts to assure that such individual is elected to the Company's Board of Directors (including, without limitation, by soliciting proxies in favor of such election).
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The Company's Board of Directors. (a) As soon as reasonably practicable after the Closing Date, the Company shall, upon the Purchaser’s request, take all actions as are necessary or desirable to enable the four (4) designees of the Purchaser (the “Purchaser Designees”) to be so elected or designated to the board of directors of the Company, including promptly filling vacancies or newly created directorships on the board of directors of the Company and/or promptly securing the resignations of all but Xxxx Xxxx, who will serve as the Company’s incumbent director, and shall cause the Purchaser Designees to be so elected or designated at such time (such member of the board of directors of the Company immediately prior to any the Purchaser Designees joining the board of directors of the Company who remains on the board of directors of the Company after the Purchaser Designees join the board of directors of the Company, the “Continuing Director”). As soon as reasonably practicable after the Closing Date, the Company shall also, upon the Purchaser’s request, cause the Purchaser Designees to serve on and constitute the same percentage (rounded up to the next whole number) as is on the board of directors of the Company of (i) each committee of the board of directors of the Company, (ii) each board of directors (or similar body) of each Subsidiary of the Company and (iii) each committee (or similar body) of each such board, in each case to the extent permitted by applicable Legal Requirements.
Sample 1
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The Company's Board of Directors. The parties agree that, subject to the fiduciary duties of the Manager and the Company’s directors and executive officers, as soon as is reasonably practicable following the Effective Date, the Company's Board of Directors will be increased to seven directors, with three directors nominated by the Manager, three directors nominated by and from the Board of Directors as comprised immediately before the date of this Agreement, and one director selected by mutual agreement of the other directors (who may be one of the members of the Board of Directors as comprised immediately before the date of this Agreement); provided, however, this provision shall not apply and shall be of no force or effect in the case of (i) any director nominee for whom the Company would be required to provide disclosure pursuant to Regulation S-K Item 401(f) in any filing with the Securities and Exchange Commission or (ii) any director nominees, the election of which would result in the Company’s Board not being comprised of a majority of “independent directors,” as such term is defined by NASDAQ Listing Rule 5605.
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Related to The Company's Board of Directors

  • The Board of Directors Trustees of the Fund shall promptly notify the Company in writing of its determination of the existence of an irreconcilable material conflict and its implications.

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Board of Directors The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.

  • Board of Directors; Officers The Board of Directors and officers of Sub immediately prior to the Effective Time shall be the Board of Directors and officers, respectively, of the Surviving Corporation, until the earlier of their respective resignations or the time that their respective successors are duly elected or appointed and qualified.

  • Chairman of the Board of Directors The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Limited Partners and of the Board of Directors. The Chairman of the Board of Directors shall be selected from time to time by the Board of Directors. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as may from time to time be assigned by this Agreement or by the Board of Directors.

  • Board of Directors of the Company (a) As of the Effective Date, the number of directors constituting the entire Board of Directors of the Company is seven, but the Board of Directors may increase its size to eight (8). Apollo (or any representative thereof designated by Apollo) shall be entitled, but not required, to nominate up to three (3) members to the Board of Directors (collectively, the "APOLLO NOMINEES") and the Company shall be entitled, but not required, to nominate the remaining members to the Board of Directors. One Apollo Nominee shall be classified as a Class I Director of the Company, one Apollo Nominee shall be classified as a Class II Director of the Company, and one Apollo Nominee shall be classified as a Class III Director of the Company.

  • Board of Directors or Board The persons holding such office, as of any particular time, under the Articles of Incorporation of the Company, whether they be the Directors named therein or additional or successor Directors.

  • Committees of the Board of Directors The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it to the extent so authorized by the Board of Directors. Unless the Board of Directors provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Directors provides otherwise, each committee designated by the Board of Directors may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to this Article III.

  • Post-Closing Board of Directors and Executive Officers (a) The Parties shall take all necessary action, including causing the directors of the Pubco to resign, so that effective as of the Closing, Pubco’s board of directors (the “Post-Closing Pubco Board”) will consist of seven (7) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board (i) the two (2) persons that are designated by Purchaser prior to the Closing (the “Purchaser Directors”), at least one (1) of whom shall be required to qualify as an independent director under Nasdaq rules, (ii) the four (4) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least two (2) of whom shall be required to qualify as an independent director under Nasdaq rules; and (iii) the one (1) person that is mutually agreed upon and designated by Purchaser and the Company prior to the Closing (the “Independent Director”) who shall be required to qualify as an independent director under Nasdaq rules. Pursuant to the Amended Pubco Charter as in effect as of the Closing, the Post-Closing Pubco Board will be a classified board with two classes of directors, with (I) one class of directors, consisting of two Company Directors designated by the Company and the Independent Director (collectively, the “Class I Directors”), initially serving a one (1) year term, such term effective from the Closing (and any subsequent Class I Directors serving a two (2) year term), and (II) a second class of directors, consisting of two Company Directors designated by the Company and the Purchaser Directors (collectively, the “Class II Directors”), initially serving a two (2) year term, such term effective from the Closing (and any subsequent Class II Directors serving a two (2) year term). In accordance with the Pubco Charter as in effect at the Closing, no director on the Post-Closing Pubco Board may be removed without cause. At or prior to the Closing, Pubco will provide each Purchaser Director, Company Director and the Independent Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Director, Company Director or Independent Director.

  • The Board (a) The business and affairs of the Company will be managed by or under the direction of the Board, and the Board shall have all powers, subject to subsection (c) of this Section 4.1, and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company. No Stockholder, by reason of its status as such, shall have any authority to act for or bind the Company or otherwise take part in the management of the Company.

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